SunOpta Inc. — Director's Dealing 2013

Aug 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2012-11-14

Reporting Person: WEST FACE CAPITAL INC. (10% Owner)
Reporting Person: Boland Gregory A. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-14	Common Shares, no par value	P	90000	$5.9043	Acquired	7669900	Indirect
2012-11-15	Common Shares, no par value	P	20000	$5.9971	Acquired	7689900	Indirect
2012-11-16	Common Shares, no par value	P	20300	$6.0654	Acquired	7710200	Indirect

Footnotes

F1: These shares of the Issuer's Common Shares, no par value (the "Shares"), are held directly by West Face Long Term Opportunities Global Master L.P., a Cayman Islands limited partnership ("WFGM"). These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: West Face Capital Inc. ("West Face"), as investment manager to WFGM, and Gregory A. Boland, as the President and Chief Executive Officer of West Face. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

F2: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on November 14, 2012. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F3: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on November 15, 2012. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F4: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on November 16, 2012. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.